Jennifer Baird
About Jennifer Baird
Independent director since June 2024 (Class II; age 57), appointed Chair of the Board on July 16, 2025. Background in healthcare technology and analytics; NACD Directorship Certified in 2025; BA (Organizational Psychology/Leadership) from University of Michigan and MBA from Kellogg/Northwestern. Committee experience includes Audit Committee member and Compensation Committee Chair (as of May 6, 2025); appointed Chair of Nominating & Corporate Governance Committee upon becoming Board Chair in July 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Eye Inc. | Founder, CEO | 2017–2022 | FDA-regulated software medical device; predictive analytics; acquired by Airstrip Technologies |
| Accio Energy, Inc. | CEO | 2010–2017 | Renewable energy technology development |
| Accuri Cytometers, Inc. | Co-founder, CEO-Director | 2004–2011 (not specified here; prior) | Company acquired by Becton Dickinson (transaction noted) |
| Sonetics Ultrasound, Inc. | Co-founder, CEO-Director | Prior (not dated) | Healthcare-focused ultrasound venture |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culturewell Co. | Executive Chair | Since 2023 | Infection prevention insights via environmental sampling; governance leadership |
| Hope Clinic (nonprofit) | Director | Since 2009 | Community health governance |
Board Governance
- Independence: Board majority independent; Ms. Baird determined independent under Nasdaq rules. All Audit, Compensation, and Nominating & Governance committee members are independent .
- Committee assignments and chair roles:
- As of May 6, 2025: Audit Committee member; Compensation Committee Chair .
- As of July 16, 2025: Chair of the Board; Chair of Nominating & Corporate Governance Committee (following Rick Barnett’s resignation for personal reasons; no disagreement reported) .
- Attendance: Board held 13 meetings in 2024; each director (except two who departed in June 2024) attended at least 75% of Board and relevant committee meetings, meeting the engagement threshold .
- Anti-hedging: Company policy prohibits directors and employees from hedging transactions (options, collars, swaps, etc.), supporting alignment .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 27,000 | 26,080 | — | — | 53,080 |
- Note: Due to cash constraints, 2024 director fees were earned but not paid during FY2024 (liquidity signal) .
Performance Compensation
| Grant Type | Grant Date | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSUs | 2024 (non-employee director grant) | 26,080 | 33.33% on Jun 30, 2025; 33.33% on Jun 30, 2026; 33.33% on Jun 30, 2027 | None disclosed; RSUs are time-based for directors |
- Plan terms include clawback/recoupment for awards, and a non-employee director annual cap (cash + equity) of $500,000, reinforcing discipline in director pay .
Other Directorships & Interlocks
| Company | Public Company? | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company interlocks disclosed . |
Expertise & Qualifications
- Healthcare technology leadership (algorithmic clinical decision support, medical devices) and renewable energy innovation; founder/CEO experience across multiple ventures .
- NACD Directorship Certified (2025), Audit Committee financial literacy standards met (committee-level determination) .
- MBA (Kellogg) and BA (University of Michigan) .
Equity Ownership
| Metric | Oct 24, 2024 | Feb 11, 2025 | Oct 28, 2025 |
|---|---|---|---|
| Shares Outstanding | 4,363,031 | 8,718,291 | 34,825,417 |
| Jennifer Baird – Shares Beneficially Owned | — | — | 22,667 |
| % of Class | — | — | <1% (*) |
(*) Less than 1% as disclosed .
- No pledging or hedging of company stock is permitted under policy; no pledging disclosures found for Ms. Baird .
Governance Assessment
-
Positive signals:
- Elevated to Board Chair and Chair of Nominating & Governance in July 2025, enhancing independent oversight and succession leadership; transition from prior chair was for personal reasons with no governance disagreement reported .
- Independent status and active committee leadership (Compensation Chair; Audit member) indicate strong board effectiveness and fiduciary engagement .
- Anti-hedging policy and presence of RSU-based equity (time-based) provide alignment, with 22,667 shares beneficially owned by Oct 2025 (skin-in-the-game) .
-
Watch items / RED FLAGS:
- 2024 cash constraints led to unpaid director fees during FY2024, signaling liquidity stress and potential retention risk for non-employee directors .
- Capital structure actions (reverse split proposals and authorized share changes in late 2025) reflect market/financing pressure; continued scrutiny of board capital markets oversight warranted .
-
Controls and safeguards:
- Audit Committee chartered responsibilities include related-party transaction review; no related-party transactions involving Ms. Baird disclosed in provided materials .
- Clawback policy applies to awards, and an annual cap on director compensation supports pay discipline .